Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
10/5/23
1. NAME OF REPORTING PERSON
Bulldog Investors, LLP
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
261,014
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
261,014
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
261,014 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
3.88%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
374,020
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
374,020
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
374,020 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.55%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
374,020
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
374,020
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
374,020 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.55%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of PRINCIPAL REAL ESTATE INCOME FUND
("PGZ" or the "Issuer").
The principal executive offices of PGZ are located at
1290 Broadway, Suite 1100
Denver, CO 80203
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLP (a Delaware
Limited Liability Partnership), Phillip Goldstein, and Andrew Dakos.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors,LLP is a registered investment adviser.
Messrs. Goldstein and Dakos are partners of Bulldog
Investors,LLP.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein and Dakos is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLP and on behalf of a registered closed-end investment
company for which Messrs. Goldstein and Dakos have investment and voting
authority.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons intend to communicate with the Fund's board of trustees
regarding possible measures to address the Fund's double-digit trading
discount to net asset value.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSRS filed on 7/07/2023 there were 6,735,367 shares of
common stock outstanding as of 4/30/2023. The percentages set forth
herein were derived using such number. Phillip Goldstein and Andrew Dakos
own Bulldog Investors, LLP, a registered investment advisor.
As of October 13, 2023 Bulldog Investors, LLP is deemed to be the beneficial
owner of 261,014 shares of PGZ (representing 3.88% of PGZ's outstanding
shares) solely by virtue of Bulldog Investors LLP's power to direct the
vote of,and dispose of, these shares.
As of October 13, 2023, each of Messrs. Goldstein and Dakos is deemed to be
the beneficial owner of 374,020 shares of PGZ (representing 5.55% of PGZ's
outstanding shares) by virtue of their power to direct the vote of, and
dispose of, these shares.
(b)Bulldog Investors,LLP has sole power to dispose of and vote 0 shares.
Bulldog Investors, LLP has shared power to dispose of and vote 261,014
shares. Certain of Bulldog Investors, LLP's clients (none of whom
beneficially own more than 5% of PGZ's shares) share this power with
Bulldog Investors, LLP. Messrs. Goldstein and Dakos are partners of Bulldog
Investors, LLP. Messrs. Goldstein and Dakos have shared power to dispose
of and vote an additional 113,006 shares.
c) During the past 60 days the following shares of PGZ were traded.
Date Shares Price
10/13/2023 17,550 8.8922
10/12/2023 (4,662) 9.0500
10/12/2023 10,937 8.9970
10/11/2023 1,593 9.0194
10/6/2023 475 8.8500
10/5/2023 7,508 8.7898
10/5/2023 3,405 8.7839
10/4/2023 6,800 8.7933
10/3/2023 10,000 8.9014
10/3/2023 5,543 8.8090
10/2/2023 10,000 9.0300
9/29/2023 669 8.9994
9/28/2023 3,644 9.0000
9/26/2023 8,365 9.0100
9/22/2023 21,885 9.1711
9/21/2023 6,657 9.2824
9/20/2023 2,968 9.3595
9/19/2023 450 9.3100
9/18/2023 5,760 9.3019
9/14/2023 302 9.3000
9/13/2023 739 9.3700
9/12/2023 7,867 9.4445
9/1/2023 495 9.4600
d) Clients of Bulldog Investors, LLP and a closed-end investment company
for which Messrs. Goldstein and Dakos have investment authority are
entitled to receive any dividends or sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 10/16/2023
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Bulldog Investors, LLP
By: /s/ Andrew Dakos
Andrew Dakos, Partner
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
Agreement to Make Joint Filing
Agreement made as of the 16th day of October, 2023, by and among
Bulldog Investors, LLP, Phillip Goldstein and Andrew Dakos.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of Principal Real Estate Income
Fund (PGZ), each of the parties to this Agreement is required to file a
statement containing the information required by Schedule 13D with respect
to the same holdings of PGZ;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLP
By:/s/ Andrew Dakos
Andrew Dakos, Partner